For those of you with access to and quoting the Equity agreements.
• Where are you finding the COST First Right of Refusal language?
"16. Cross-Contractual Productions and Jobbing Tours" & Addendum 2 seems like a stretch for a Production that transfers to Broadway years later. It also leaves it up to the discretion of Equity so I'd imagine that if one performer was able to use this, everyone in the production would as well. But that it would be Equity's fight. If she went to Equity and didn't agree with the outcome of their decision or conversations with the producers, maybe she'd have right to go around it? But wouldn't the suit mention that?
• The LORT agreement (which is public) doesn't seem to have any First Right of Refusal language. (It discusses transfers to other LORT agreements, but that seems like it.) Did anyone find anything else? If so, can you point me to it?
• The Production Contract has "71. Transfer to Production Contract" which does discuss transfers from LORTs (but that is limited to 3 years, so the First Right of Refusals for the Signature production would have expired). COST contracts would fall under "71. F. Other Contracts Covered by Transfer Requirements." It would give the Paper Mill company a two-year First Right of Refusal, but also limit damages to two weeks of either the original agreement or the Production agreement, whichever is greater? Does that seem like a fair read?
• If she had additional rights from a rider, why wouldn't her lawyer have listed that text or included the rider? Or made stronger reference to it? In the complaint (which has already been posted here), references to where she acquired the right to future negotiations are vague at best.
• How are there damages already? The show doesn't have a theater, it's not selling tickets, it's not rehearsing: someone may have been promised "her" role, but they're not being paid to perform or rehearse it - so neither would she. Nor is there any guarantee that the show would even run six months on Broadway. So, why launch the suit now? I know all we can do is surmise, but did she think if she sued them they'd hire her instead? Is she just trying to bring the show negative press while it's trying to compete for a theater/raise the money? Damages seem unlikely at best.
• Lastly, the backbone of development has always been multiple LLCs: a development company raises the money for development investment like readings, workshops, enhancements, and non-commercial try-outs and gets rolled into the commercial company when producers want to capitalize an income-generating (larger raise) production. It would seem (and I'm genuinely asking people smarter than I), that if that roll-up erased the agreements of the first, it would largely make the development LLCs moot: you'd be contracting with people to keep on the commercial production, but fighting to dismiss the contracts you don't want? Also, it would make nearly every first right of refusal earned for development completely meaningless. That can't be the case, right? Maybe this is what she's challenging? (The suit is written so poorly that it seems hard to even tell.)
Is it really that easy to assign assets from one LLC to another, while just disposing of liabilities? In terms of physical assets: If you've financed an asset (so have debt against something), can you really sell that asset to another LLC for, say, $1 and just dispel the debt you have on that asset? Do LLCs really shield that much liability. Can they? Do you know?
Updated On: 8/27/25 at 01:09 PM